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Perrigo to buy Omega Pharma in EUR3.6bn deal
Thursday 06 November 2014

6 November 2014 - Irish healthcare supplier Perrigo Company plc (NYSE:PRGO) has struck a definitive agreement to buy Belgian sector player Omega Pharma NV (EBR:OME) in a deal worth EUR3.6bn (USD4.5bn) in enterprise terms, the parties said on Thursday in a joint press release.

Perrigo will buy Omega's equity for EUR2.48bn, funding 75% of the amount through a combination of cash and debt and the remaining 25% with stock provided to Omega's founder and CEO Marc Coucke. The vendor group includes Waterland Private Fund V CV and co-investors, according to the statement. The aggregate deal value also includes the assumption of EUR1.1bn in debt. The transaction, which has received the approval of both boards, hinges on regulatory clearance and other standard conditions. Finalisation is anticipated in the first quarter of calendar 2015, the companies said.

The acquisition will provide Perrigo with the opportunity to strengthen its over-the-counter (OTC) product offering and extend its distribution through Omega's platform, the buyer noted. According to president and CEO Joseph C. Papa, the combination of the two companies will create an organisation with increased product portfolio and geographic footprint, as well as a leading market position in the European OTC segment.

Nazareth-based Omega Pharma is an OTC healthcare company that operates in 35 European countries and certain emerging markets. It owns cough and cold, skincare, pain relief, weight management and  gastrointestinal treatment brands. The company booked EUR1.2bn in sales last year and has about 2,500 employees.

JP Morgan Securities LLC and Barclays Plc (LON:BARC) are providing financial advice to Perrigo, while Freshfields Bruckhaus Deringer LLP is acting as legal advisor. Morgan Stanley (NYSE:MS) is the financial advisor to the vendors and Allen & Overy LLP is acting as their legal counsel.
Date Published: 06/11/2014
Target: Omega Pharma NV
Country: Belgium
Sector: Pharmaceuticals, Healthcare
Type: Corporate acquisition
Financing: Cash & Stock, Existing resources, Debt
Status: Agreed
Vendor: Marc Coucke, Waterland Private Fund V CV, Other investors
Buyer: Perrigo Company plc
Buyer Advisor: Freshfields Bruckhaus Deringer LLP, JP Morgan Securities LLC, Barclays Plc
Debt: 4.5bn (USD)
Deal size represents EV